-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OhH5sypg8UVCA6kZuVg3Y7h89DFj1JrsFFLHCvG0/xHJjjCtCX5+9R5bIJER/fHB hi1HoJieJP7Oyc11M8bLBQ== 0001006199-99-000013.txt : 19990319 0001006199-99-000013.hdr.sgml : 19990319 ACCESSION NUMBER: 0001006199-99-000013 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RES CARE INC /KY/ CENTRAL INDEX KEY: 0000776325 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 610875371 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: SEC FILE NUMBER: 333-44029 FILM NUMBER: 99568135 BUSINESS ADDRESS: STREET 1: 10140 LINN STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5023942100 MAIL ADDRESS: STREET 1: 10140 LINN STATION RD CITY: LOUISVILLE STATE: KY ZIP: 40223 424B2 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) and (c) (To Prospectus dated January 30, 1998 and Prospectus Supplements dated February 25, 1998, October 5, 1998 and December 2, 1998) Registration No. 333-44029 March 18, 1999 THIS PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS SUBJECT TO COMPLETION OR AMENDMENT. RES-CARE, INC. $109,360,000 6% CONVERTIBLE SUBORDINATED NOTES DUE 2004 AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF _______________ This Prospectus Supplement covers the resale by the listed parties designated under the notation Selling Securityholders on pages 1 through 5 hereof (the "Selling Securityholders"), of up to the aggregate principal amount of 6% Convertible Subordinated Notes Due 2004 (the "Notes") of Res-Care, Inc., a Kentucky corporation (the "Company"), and the resale of shares of Common Stock, no par value per share (the "Common Stock") of the Company issuable upon the conversion thereof (the "Conversion Shares") set forth opposite such Selling Securityholder's name on the Selling Securityholders Table on pages 1 through 5 hereof. The Notes, together with the Conversion Shares were registered pursuant to Registration No. 333-44029. This Prospectus Supplement should be read in conjunction with the prospectus, dated January 30, 1998 as supplemented February 25, 1998, October 5, 1998 and December 2, 1998 (the "Prospectus"), to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in this Prospectus Supplement shall have the meanings given them in the Prospectus. Based on information provided to the Company, the total principal amount of Notes held by Selling Securityholders included in this Prospectus Supplement is $300,000. Additional Selling Securityholders or other information concerning the Selling Securityholders may be set forth from time to time in additional prospectus supplements. The Notes are convertible at the option of the holder into shares of Common Stock of the Company following the date of initial issuance thereof and prior to maturity, unless previously redeemed or repurchased, at the initial conversion price of $28.2125 per share (equivalent to a conversion rate of 38.7630 shares per $1,000 principal amount of Notes and representing in the aggregate 3,876,296 shares), subject to adjustment in certain events. Pursuant to a 3-for-2 stock split, payable to shareholders of record at the close of business on May 22, 1998, the conversion price as adjusted is $18.8083 per share (equivalent to a conversion rate of $53.1680 shares per $1,000 principal amount of Notes and representing in the aggregate 5,814,454 shares). Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing June 1, 1998. The Notes are not redeemable by the Company until December 5, 2000. Thereafter, the Notes will be redeemable, at any time, upon not less than 30 nor more than 60 days notice at the option of the Company, in whole or in part, at the redemption prices set forth herein, plus accrued interest. Upon a Repurchase Event (as defined), each holder of the Notes may require the Company to repurchase all or a portion of such holder's Notes at 100% of the principal amount thereof, together with accrued and unpaid interest to the repurchase date. The Notes are unsecured and subordinated in right of payment in full to all existing and future Senior Indebtedness (as defined) of the Company. See "Description of the Notes." The Notes were originally issued by the Company in a private placement on November 21, 1997 to the Initial Purchasers (as defined) and were simultaneously sold by the Initial Purchasers in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in the United States to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act and in offshore transactions to persons outside of the United States in reliance on Regulation S under the Securities Act. The Selling Securityholders may offer Notes or Conversion Shares from time to time to purchasers directly or through underwriters, dealers or agents. Such Notes or Conversion Shares may be sold at market prices prevailing at the time of sale or at negotiated prices. Each Selling Securityholder will be responsible for payment of any and all commissions to brokers, which will be negotiated on an individual basis. The Notes have been designated for trading on the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market. The Common Stock is quoted on the Nasdaq Stock Market's National Market (the "Nasdaq National Market") under the symbol "RSCR." On March 17, 1999, the last reported sale price of the Common Stock as reported on Nasdaq was $21.625 per share. The Conversion Shares have been approved for quotation on the Nasdaq National Market. For a description of certain federal income tax consequences to the holders of the Notes, see "Certain Federal Income Tax Consequences." The Company will not receive any of the proceeds from the sale of any Notes or Conversion Shares by the Selling Securityholders. Expenses of preparing and filing the registration statement to which this Prospectus relates and all post-effective amendments will be borne by the Company. See "Plan of Distribution" for a description of the indemnification arrangements between the Company and the Selling Securityholders. _______________ -ii - The information in the table appearing under the heading "Selling Securityholders" in the Prospectus is superseded by the information appearing in the table below: (Previously listed Selling Securityholders)
PERCENTAGE NUMBER OF PERCENTAGE PRINCIPAL OF TOTAL CONVERSION PERCENTAGE OF TOTAL AMOUNT OUT- SHARES THAT OF COMMON VOTING POWER OF NOTES STANDING MAY BE STOCK OUT- AFTER OWNED NOTES SOLD(1) STANDING(2) CONVERSION(3) --------- ---------- ------------ ----------- --------------- NAME Natwest Securities Limited $ 11,750,000 10.74% 624,724 3.20% 3.20% Shepherd Investments 9,250,000 8.46 491,804 2.54 2.54 International Ltd. Bankers Trust International 7,500,000 6.86 398,760 2.06 2.06 CFW-C, L.P. 5,500,000 5.03 292,424 1.50 1.50 Argent Classic Convertible 5,400,000 4.94 287,107 1.51 1.51 Arbitrage Fund (Bermuda), L.P. Froley Revy Investment Co. Inc. 3,500,000 3.20 186,088 * * Account: State of Oregon/ SAIF Corporation Forest Fulcrum Fd, LP 3,125,000 2.86 166,150 * * Forest Global Convert Ser A-5 2,775,000 2.54 147,541 * * R2 Investments, LDC 2,450,000 2.24 130,261 * * AIM Balanced Fund 2,000,000 1.83 106,336 * * Commonwealth Life Insurance 2,000,000 1.83 106,336 * * Company (Teamsters - Camden Non-Enhanced) Black Diamond Partners, L.P. 1,852,000 1.69 98,467 * * Black Diamond Ltd. 1,801,000 1.65 95,755 * * Lincoln National Convertible 1,715,000 1.57 91,183 * * Securities Fund State Board of Administration of 1,500,000 1.37 79,752 * * Florida Goldman, Sachs & Co. 1,500,000 1.37 79,752 * *
PERCENTAGE NUMBER OF PERCENTAGE PRINCIPAL OF TOTAL CONVERSION PERCENTAGE OF TOTAL AMOUNT OUT- SHARES THAT OF COMMON VOTING POWER OF NOTES STANDING MAY BE STOCK OUT- AFTER OWNED NOTES SOLD(1) STANDING(2) CONVERSION(3) --------- ---------- ------------ ----------- --------------- NAME Hudson River Trust Growth & 1,150,000 1.05 61,143 * * Income Account Equitable Life Assurance 1,150,000 1.05 61,143 * * Separate Account Convertibles Hudson River Trust Balanced 1,095,000 1.00 58,218 * * Account Argent Classic Convertible 1,000,000 * 53,168 * * Arbitrage Fund, L.P. Pennsylvania Power & Light Co. 1,000,000 * 53,168 * * Retirement Plan Swiss Bank Corporation - London 1,000,000 * 53,168 * * Branch (4) Stark International 1,000,000 * 53,168 * * Memphis Light, Gas & Water 980,000 * 52,104 * * Retirement Fund Hudson River Trust Growth 820,000 * 43,597 * * Investors KA Management Ltd. 570,000 * 30,305 * * Weirton Trust 510,000 * 27,115 * * CPR (USA) 500,000 * 26,584 * * TQA Vantage Fund, Ltd. 500,000 * 26,584 * * Dr. Scholl Foundation 450,000 * 23,925 * * KA Trading L.P. 430,000 * 22,862 * * Libertyview Plus Fund 400,000 * 21,267 * * Forest Performance Fund 300,000 * 15,950 * *
-2-
PERCENTAGE NUMBER OF PERCENTAGE PRINCIPAL OF TOTAL CONVERSION PERCENTAGE OF TOTAL AMOUNT OUT- SHARES THAT OF COMMON VOTING POWER OF NOTES STANDING MAY BE STOCK OUT- AFTER OWNED NOTES SOLD(1) STANDING(2) CONVERSION(3) --------- ---------- ------------ ----------- --------------- NAME Fox Family Portfolio Partnership 300,000 * 15,950 * * TQA Leverage Fund, L.P. 300,000 * 15,950 * * Forest Global Convert Ser B-1 275,000 * 14,621 * * The Frist Foundation 255,000 * 13,557 * * TQA Vantage Plus, Ltd. 200,000 * 10,633 * * Walker Art Center 195,000 * 10,367 * * Forest Global Convert Ser B-3 175,000 * 9,304 * * LLT Limited (5) 175,000 * 9,304 * * Highbridge Capital Corp. 160,000 * 8,506 * * Forest Convertible Opportunity 150,000 * 7,975 * * Fund Forest Global Convert Ser B-2 125,000 * 6,646 * * Fox Family Foundation 125,000 * 6,646 * * Forest Global Convert Ser B-5 100,000 * 5,316 * * Goldman, Sachs & Co. Employee 100,000 * 5,316 * * Benefit Plan Libertyview Fund LLC 100,000 * 5,316 * * United National Insurance 80,000 * 4,253 * * Forest Performance Greyhound 75,000 * 3,987 * * David Lipscomb University 65,000 * 3,455 * * General Endowment Forest Global Convert Ser A-1 50,000 * 2,658 * *
-3- (Selling Securityholders added by Prospectus Supplement dated February 25, 1998)
PERCENTAGE NUMBER OF PERCENTAGE PRINCIPAL OF TOTAL CONVERSION PERCENTAGE OF TOTAL AMOUNT OUT- SHARES THAT OF COMMON VOTING POWER OF NOTES STANDING MAY BE STOCK OUT- AFTER OWNED NOTES SOLD(1) STANDING(2) CONVERSION(3) --------- ---------- ------------ ----------- --------------- NAME Merrill Lynch International Ltd. $6,000,000 5.49 319,008 1.66% 1.66% BNP Arbitrage SNC (6) 4,000,000 3.66 212,672 1.11 1.11 NationsBanc Montgomery 4,000,000 3.66 212,672 1.11 1.11 Securities LLC (7) Donaldson, Lufkin & Jenerette 2,000,000 1.83 106,336 * * Securities Corp. Bankers Trust International 1,200,000 1.10 63,801 * * Natwest Securities Limited 1,050,000 * 55,826 * * NHBD L.P. 1,000,000 * 53,168 * * Argent Classic Convertible 750,000 * 39,876 * * Arbitrage Fund (Bermuda), L.P. Colonial Penn Life Insurance Co. 750,000 * 39,876 * * Gleneagles Fund Company 400,000 * 21,267 * * Palladin Overseas Funds Ltd. 350,000 * 18,608 * * Worldwide Transactions Limited 187,000 * 9,942 * * Hudson River Trust Growth & 170,000 * 9,038 * * Income Account (Selling Securityholders added by Prospectus Supplement dated October 5, 1998) Associated Electric & Gas 300,000 * 15,950 * * Insurance Services Limited
-4- (Selling Securityholders added by Prospectus Supplement dated December 2, 1998) Donaldson, Lufkin & Jenerette 500,000 * 26,584 * * Securities Corp. SoundShore Opportunity Holding 250,000 * 13,239 * * Fund Ltd. Forest Alternative Strategies 50,000 * 2,658 * * Fund B-3 (Additional amounts of Notes added by this Prospectus Supplement) Goldman Sachs and Company 200,000 * 10,633 * * Hudson River Trust Growth & 100,000 * 5,316 * * Income Account
_________________ * Less than 1%. (1) Assumes conversion of the full amount of Notes held by such holder at the adjusted conversion price of $18.8083 per share; such conversion price is subject to further adjustment as described under "Description of the Notes-- Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(1) promulgated under the Exchange Act and based upon 18,866,811 shares of Common Stock outstanding as of October 31, 1998, treating as outstanding the number of Conversion Shares shown as being issuable upon the assumed conversion by the named holder of the full amount of such holder's Notes but not assuming the conversion of the Notes of any other holder. Includes Common Stock, if any, beneficially owned by the holder other than the Conversion Shares. (3) The percentage of total voting power after conversion represents the percentage of the voting power each stockholder will have after the conversion based upon 18,866.811 shares of Common Stock outstanding as of October 31, 1998 treating as outstanding the number of Conversion Shares as being issuable upon the assumed conversion by the named holder of the full amount of such holder's Notes but not assuming the conversion of the Notes of any other holder. Includes Common Stock, if any, beneficially owned by the holder other than the Conversion Shares. (4) SBC Warburg Dillon Read Inc. acts as investment advisor for Swiss Bank Corporation - London Branch. (5) With respect to the principal amount of notes owned, LLT Limited shares beneficial ownership and investment power with Forest Investment Management, L.P. (6) BNP Arbitrage SNC owns 5,500 shares of the Company's Common Stock. (7) NationsBanc Montgomery Securities LLC participated in the completion of a follow on offering of the Company's Common Stock in April 1997 and the placement of the Notes described herein. -5- None of the Selling Securityholders has, or within the past three years has had, any position, office or other material relationship with the Company or any of its predecessors or affiliates except as described above. Because the Selling Securityholders may, pursuant to this Prospectus, offer all or some portion of the Notes or the Conversion Shares, no estimate can be given as to the amount of the Notes or the Conversion Shares that will be held by the Selling Securityholders upon termination of any such sales. In addition, the Selling Securityholders identified above may have sold, transferred or otherwise disposed of all or a portion of their Notes, in transactions exempt from the registration requirements of the Securities Act, since the date on which they provided the information regarding their Notes. Information regarding changes with respect to the Selling Securityholders will be set forth in additional supplements to the Prospectus if and when necessary. See "Plan of Distribution." SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE NOTES AND THE COMMON STOCK OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________ The date of this Prospectus Supplement is March 18, 1999 -6- -----END PRIVACY-ENHANCED MESSAGE-----